UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of
Report (Date of earliest event reported): December 10, 2009
GOLDSPRING,
INC.
(Exact
Name of Registrant as Specified in its Charter)
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Florida
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000-32429
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65-0955118
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(State or Other Jurisdiction of
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(Commission File Number)
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(IRS Employer Identification No.)
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Incorporation)
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1200
American Flat Road, Gold Hill, Nevada 89440
(Address
of principal executive offices) (Zip Code)
Registrant's
Telephone Number, Including Area Code: (775) 847-5272
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General
Instruction A.2. below):
o Written
communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
o Soliciting
material pursuant to Rule 14a- 12 under
the Exchange Act (17 CFR 240.14a- 12)
o Pre-commencement
communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.01. Entry into a Material Definitive Agreement.
On
December 10, 2009, the Registrant entered into a Loan Agreement with certain
accredited investors including John Winfield and affiliates (“Winfield”)
pursuant to which investors have agreed to loan the Company $4,500,000 in six
tranches of $750,000 each no later than May 2010 through issuance of a series of
secured notes (“Notes”). The Notes bear interest at the rate of 8% per annum,
and interest is payable biannually in cash or Common Stock at each investor’s
option, with stock payment at 85% of market price. The term of the Notes is
three years from the date of issuance, and the Notes are convertible into
Company common stock, at a conversion price of the lower of 85% of market price
or $.01 per share. The Notes are secured by a lien on all of the Company’s
assets. In connection with each loan made hereunder, the Company will
also issue warrants equal to 50% of the amount of the Notes, with an exercise
price of $.0175 per share and a term of three years.
Item
9.01 Exhibits.
Form of
Loan Agreement, dated December 10, 2009
Form of
Security Agreement, dated December 10, 2009
Form of
Warrant
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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GOLDSPRING,
INC.
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December
18, 2009
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By:
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/s/ Robert T. Faber
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Robert
T. Faber
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Chief
Financial Officer
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LIST OF
EXHIBITS
99.1 Form
of Loan Agreement, dated December 10, 2009
99.2 Form
of Security Agreement, dated December 10, 2009
99.3 Form
of Warrant